BOYD GAMING CORP — Director's Dealing 2017

Feb 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2017-02-13

Reporting Person: BOUGHNER ROBERT L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-13	Common Stock	M	3264	—	Acquired	147824	Direct
2017-02-13	Common Stock	M	4728	—	Acquired	152552	Direct
2017-02-13	Common Stock	M	33000	—	Acquired	185552	Direct
2017-02-13	Common Stock	M	19186	—	Acquired	204738	Direct
2017-02-13	Common Stock	M	15264	—	Acquired	220002	Direct
2017-02-13	Common Stock	M	21456	—	Acquired	241458	Direct
2017-02-13	Common Stock	M	24336	—	Acquired	265794	Direct
2017-02-13	Common Stock	M	14589	—	Acquired	280383	Direct
2017-02-13	Common Stock	M	13489	—	Acquired	293872	Direct
2017-02-13	Common Stock	M	9074	—	Acquired	302946	Direct
2017-02-13	Common Stock	F	103839	$20.86	Disposed	199107	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-13	Career Restricted Stock Units	$	M	3264	Acquired		Common Stock (3264)	Direct
2017-02-13	Career Restricted Stock Units	$	M	4728	Acquired		Common Stock (4728)	Direct
2017-02-13	Career Restricted Stock Units	$	M	33000	Acquired		Common Stock (33000)	Direct
2017-02-13	Career Restricted Stock Units	$	M	19186	Acquired		Common Stock (19186)	Direct
2017-02-13	Career Restricted Stock Units	$	M	15264	Acquired		Common Stock (15264)	Direct
2017-02-13	Career Restricted Stock Units	$	M	21456	Acquired		Common Stock (21456)	Direct
2017-02-13	Career Restricted Stock Units	$	M	24336	Acquired		Common Stock (24336)	Direct
2017-02-13	Career Restricted Stock Units	$	M	14589	Acquired		Common Stock (14589)	Direct
2017-02-13	Career Restricted Stock Units	$	M	13489	Acquired		Common Stock (13489)	Direct
2017-02-13	Career Restricted Stock Units	$	M	9074	Acquired		Common Stock (9074)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15800	Indirect
Common Stock	10000	Indirect

Footnotes

F1: The Career Restricted Stock Units were granted to the Reporting Person for no consideration pursuant to the Issuer's Career Shares Program under its 2002 Stock Incentive Plan. Each Career Restricted Stock Unit converted into common stock on a one-for-one basis.

F2: The Career Restricted Stock Units were granted to the Reporting Person for no consideration pursuant to the Issuer's Career Shares Program under its 2012 Stock Incentive Plan. Each Career Restricted Stock Unit converted into common stock on a one-for-one basis.

F3: The Career Restricted Stock Units will be paid out in shares of Issuer common stock at the time of retirement based upon the Reporting Person's/grantee's attained age and years of continuous service at the time of retirement. To receive any payout under the Career Shares Program, grantees must be at least years 55 years old and must have been continually employed by the Issuer for a minimum of 10 years. Retirement after 10 years of service will entitle a grantee to 50 percent of his or her Career Restricted Stock Units. This increases to 75 percent after 15 years and 100 percent following 20 years of employment. In the event of grantee's death or permanent disability, or following a change in control of Issuer, the grantee will be deemed to have attained age 55 and the Career Restricted Stock Units will immediately vest and convert into shares of Issuer common stock based on the grantee's years of continuous service through the date of death, termination resulting from permanent disability or the change in control, as applicable.

F4: On January 2, 2007, the reporting person was granted 3,264 Career Restricted Stock Units.

F5: On January 2, 2008, the reporting person was granted 4,728 Career Restricted Stock Units.

F6: On January 2, 2009, the reporting person was granted 33,000 Career Restricted Stock Units.

F7: On January 4, 2010, the reporting person was granted 19,186 Career Restricted Stock Units.

F8: On January 3, 2011, the reporting person was granted 15,264 Career Restricted Stock Units.

F9: On January 3, 2012, the reporting person was granted 21,456 Career Restricted Stock Units.

F10: On January 2, 2013, the reporting person was granted 24,336 Career Restricted Stock Units.

F11: On January 2, 2014, the reporting person was granted 14,589 Career Restricted Stock Units.

F12: On January 2, 2015, the reporting person was granted 13,489 Career Restricted Stock Units.

F13: On January 4, 2016, the reporting person was granted 9,074 Career Restricted Stock Units.

F14: By the Robert L. Boughner Investment Trust, Robert L. Boughner, Trustee

F15: By the Robert L. boughner 2012 Long Term Trust, Robert L. Boughner, Co-Trustee